UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-QSB

(Mark one)
----------------------
[X]  Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the quarterly period ended September 30, 2007

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the transition period from ______________ to _____________

Commission File Number: 0-11596

                     MEDICAL MAKEOVER CORPORATION OF AMERICA
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

    Delaware                                                   65-0907798
------------------------                             --------------------------
(State of incorporation)                               (IRS Employer ID Number)

                     500 Australian Avenue South, Suite 700
                         West Palm Beach, Florida 33401
                -----------------------------------------------
                    (Address of principal executive offices)

                         Telephone number (561) 514-0194
                  -------------------------------------------
                           (Issuer's telephone number)


---------------------
Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:


As of September  30, 2007,  there were  approximately  70,535,276  shares of the
Issuer's common stock, par value $0.0001 per share outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes |_| No |X|.



<PAGE>



                                      INDEX

                         PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)                                      3

Item 2   Management's Discussion and Analysis or Plan of Operations           11

Item 3   Controls and Procedures                                              13

                          PART II. - OTHER INFORMATION

Item 1   Legal Proceedings                                                    14

Item 2   Changes in securities, use of proceeds and small business issuer     14
         of equity securities

Item 3   Defaults upon senior securities                                      14

Item 4   Submission of matters to a vote of security holders                  14

Item 5   Other information                                                    14

Item 6   Exhibits and reports on Form 8-K                                     14

SIGNATURES                                                                    15





<PAGE>



                         PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                                  Balance Sheet

                                                           September 30, 2007   December 31, 2006
                                                           ------------------   -----------------
                                                               (unaudited)
<S>                                                        <C>                  <C>
                    ASSETS
CURRENT ASSETS
  Cash                                                     $                0   $               0
  Accounts receivable                                                       0                   0
                                                           ------------------   -----------------
          Total current assets                                              0                   0
                                                           ------------------   -----------------
OTHER ASSETS
  Deposits and prepaid expenses                                             0                   0
                                                           ------------------   -----------------
                                                                            0                   0
                                                           ------------------   -----------------
Total Assets                                               $                0   $               0
                                                           ==================   =================
                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                         $           77,368   $          49,868
  Accrued liabilities                                                  86,092              69,592
  Short-term loans and accrued interest                               176,181             187,000
  Stockholder loans and accrued interest                               46,681              46,681
                                                           ------------------   -----------------
          Total current liabilities                                   385,822             353,141
                                                           ------------------   -----------------
Total Liabilities                                                     385,822             353,141
                                                           ------------------   -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value,
   authorized 10,000,000 shares;
      0 issued and outstanding                                              0                   0
  Common stock, $0.0001 par value,
   authorized 200,000,000 shares;
   70,535,276 and 65,098,218 issued
   and outstanding                                                      7,054               6,510
  Additional paid-in capital                                          983,299             965,357
  Deficit accumulated during the
    development stage                                              (1,378,661)         (1,325,008)
                                                           ------------------   -----------------
 Total stockholders' equity (deficit)                                (385,822)           (353,141)
                                                           ------------------   -----------------
Total Liabilities and  Stockholders'
  Equity (Deficit)                                         $                0   $               0
                                                           ==================   =================
</TABLE>

     The accompanying notes are an integral part of the financial statements



                                       3
<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Operations
                            Nine Months Ended September 30
                                   (Unaudited)
                                                                            From
                                                                  March 29, 1999
                                                             (Inception) through
                                     2007            2006     September 30, 2007
                                 ------------   ------------   ----------------
<S>                              <C>            <C>            <C>
REVENUES                         $          0   $          0   $         44,413
                                 ------------   ------------   ----------------

OPERATING EXPENSES:
 General and admin expenses            31,000         20,000            639,097
  Marketing and advertising                 0              0            114,153
 Consulting fees                            0         16,500            180,604
 Professional fees                     13,000          5,000            220,448
 Interest expense                      10,153          9,604             20,640
 Mgmnt fees to a related party              0              0            114,223
 Loss on abandonment                        0              0            130,964
 Depreciation                               0              0              3,445
                                 ------------   ------------   ----------------
          Total expenses               53,153         51,104          1,423,074
                                 ------------   ------------   ----------------
Net income (loss)                $    (53,153)  $    (69,104)  $     (1,378,661)
                                 ============   ============   ================
Income (loss) per weighted
 average common share            $      (0.01)  $      (0.01)
                                 ============   ============
Number of weighted average
 common shares outstanding         70,535,276     55,856,578
                                 ============   ============
</TABLE>












     The accompanying notes are an integral part of the financial statements


                                       4
<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                  Statements of Stockholders' Equity (Deficit)

                                                                                                      Deficit
                                                                                                    Accumulated       Total
                                                                     Additional        Note         During the   Stockholders'
                                        Number of        Common        Paid-In      Receivable      Development      Equity
                                          Shares          Stock        Capital      Stockholder        Stage        (Deficit)
                                        ------------- ------------- ------------- --------------  ------------- --------------
<S>                                     <C>           <C>           <C>           <C>             <C>           <C>
BEGINNING BALANCE, March 29, 1999                   0 $           0 $           0 $            0  $           0 $            0

Shares issued to founders                   1,350,000           135          (135)             0              0              0
Sale of stock for cash                         47,400             5         7,895              0              0          7,900
Shares issued for note receivable             102,600            10        17,000        (17,010)             0              0
Net loss                                            0             0             0              0        (11,839)       (11,839)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 1999                  1,500,000           150        24,760        (17,010)       (11,839)        (3,939)

Collection of note receivable                       0             0             0         17,010              0         17,010
Shares issued for services                      7,500             1         2,499              0              0          2,500
Net loss                                            0             0             0              0        (31,995)       (31,995)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2000                  1,507,500           151        27,259              0        (43,834)       (16,424)

Warrants issued to transfer agent                   0             0         1,000              0              0          1,000
Net loss                                            0             0             0              0       (107,990)      (107,990)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2001                  1,507,500           151        28,259              0       (151,824)      (123,414)

Net loss                                            0             0             0              0        (28,295)       (28,295)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2002                  1,507,500           151        28,259              0       (180,119)      (151,709)

Net loss                                            0             0             0              0        (27,812)       (27,812)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2003                  1,507,500           151        28,259              0       (207,931)      (179,521)

Common stock issued for cash               22,900,000         2,290       287,800              0              0        290,090
Shares issued for services                  9,390,713           939        55,661              0              0         56,600
Shares contributed back to Company         (9,301,300)         (930)          930              0              0              0
Shares issued for settle debt              22,500,000         2,250        87,750              0              0         90,000
Net loss                                            0             0             0              0       (354,405)      (354,405)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2004                 46,996,913         4,700       460,400              0       (562,336)       (97,236)
Shares issued for services                  4,595,505           459       257,203              0              0        257,662
Shares issued for acquisitions              1,433,334           143        93,523              0              0         93,666
Shares cancelled for voided acquisitions   (1,433,334)         (143)      (93,523)             0              0        (93,666)
Net loss                                            0             0             0              0       (693,568)      (693,568)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2005                 51,592,418         5,159       717,603              0     (1,255,904)      (533,142)
Shares issued for services                    300,000            30        16,470              0              0         16,500
Shares issued for settle debt              13,205,800         1,321       231,284              0              0        232,605
Net loss                                            0             0             0              0        (69,104)       (69,104)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2006                65,098,218  $       6,510 $     965,357 $            0  $  (1,325,008)$     (353,141)

Shares issued for settle debt               5,437,058           544        17,292              0              0         18,486
Net loss                                            0             0             0              0        (33,356)       (33,356)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, Sept 30, 2007                     70,535,276 $       7,054 $     983,299 $            0  $  (1,378,661)$     (385,822)
(Unaudited)                             ------------- ------------- ------------- --------------  ------------- --------------
</TABLE>

     The accompanying notes are an integral part of the financial statements



                                       5
<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                                          From
                                                                                                      March 29, 1999
                                                                                                       (Inception)
                                                                                                         through
                                                                         2007             2006        Sept 30, 2007
                                                                   ---------------  ---------------  ----------------
<S>                                                                <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $       (53,153) $       (69,104) $     (1,378,661)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                                   0           16,500           440,422
        Depreciation                                                             0                0             3,445
Changes in operating assets and liabilities
        (Increase) decrease in accounts receivable                               0                0                 0
        (Increase) decrease in deposits and prepaid expenses                     0                0                 0
        Increase (decrease) in accounts payable                             43,500           30,604            93,473
        Increase (decrease) in accrued liabilities                               0            7,000            69,502
        Increase (decrease) in accrued interest                             10,153                0            14,145
                                                                   ---------------  ---------------  ----------------
Net cash used by operating activities                                            0          (15,000)         (758,174)
                                                                   ---------------  ---------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in unconsolidated subsidiary                                     0                0                 0
     Purchase of property and equipment                                          0                0           (20,671)
                                                                   ---------------  ---------------  ----------------
Net cash used by investing activities                                            0                0           (20,671)
                                                                   ---------------  ---------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                           0                0           315,000
Proceeds from third party loan                                                   0           15,000           420,000
Payments on stockholders' loans                                                  0                0           (35,500)
Proceeds from stockholders' loans                                                0                0            78,189
                                                                   ---------------  ---------------  ----------------
Net cash provided by financing activities                                        0           15,000           777,689
                                                                   ---------------  ---------------  ----------------
Net increase (decrease) in cash                                                  0                0            (1,156)
                                                                   ---------------  ---------------  ----------------

CASH, beginning of period                                                        0                0                 0
                                                                   ---------------  ---------------  ----------------
CASH, end of period                                                $             0  $             0  $        (1,156)
                                                                   ===============  ===============  ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
  144 common stock issued to retire debt                           $        18,486  $      232,604
                                                                   ===============  ==============
</TABLE>



     The accompanying notes are an integral part of the financial statements


                                       6
<PAGE>


                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                    (Information with regard to the 9 months
                   ended Sept 30, 2007 and 2006 is unaudited)

(1) Nature of Business

Medical  Makeover  Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company")  was  incorporated  on March 29, 1999,  under the laws of the State of
Delaware.  The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection  with
internet banner advertising and implementation  thereof.  The Company originally
intended  to become  active  in  internet  entertainment  services  through  the
registration of internet domains with InterNIC, and engage in the development of
proprietary  software  and  services  designed  to support  and  facilitate  its
internet services. In February 2004, subsequent to a change of control (see note
4), management  decided to enter the medical  makeover/anti-aging  industry.  In
March 2004,  the Company  changed its name to Medical  Makeover  Corporation  of
America and decided to form a Florida subsidiary  corporation also named Medical
Makeover  Corporation  of America to transact  the  medical  makeover/anti-aging
business in the State of Florida.

(2) Basis of Presentation

The  accompanying  unaudited  financial  statements  of the  Company  have  been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America.

(3) Significant Accounting Policies

     a) Use of Estimates:  The preparation of financial statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America  requires  management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     Actual results could differ materially from those estimates.

     b) Start-Up Costs:  Costs of start-up  activities,  including  organization
     costs are  expensed as incurred in  accordance  with  Statement of Position
     98-5.

     c) Loss per share:  Basic loss per share excludes  dilution and is computed
     by  dividing  the  loss   attributable   to  common   shareholders  by  the
     weighted-average  number  of  common  shares  outstanding  for the  period.
     Diluted loss per share reflects the potential  dilution that could occur if
     securities  or other  contracts  to issue  common  stock were  exercised or
     converted  into common  stock or resulted in the  issuance of common  stock
     that  shared in the  earnings  of the  Company.  Diluted  loss per share is
     computed by  dividing  the loss  available  to common  shareholders  by the
     weighted  average  number of common shares  outstanding  for the period and
     dilutive potential common shares  outstanding unless  consideration of such
     dilutive potential common shares would result in anti-dilution.  There were
     no common stock  equivalents  for the periods  ended  December 31, 2005 and
     2004.

     d) Income  Taxes:  The  Company  accounts  for income  taxes  according  to
     Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
     Income  Taxes".  Under the  liability  method  specified  by SFAS No.  109,
     deferred  income taxes are  recognized for the future tax  consequences  of
     temporary



                                       7
<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                          Notes to Financial Statements

(3) Significant Accounting Policies, continued

     d) Income Taxes,  continued:  differences  between the financial  statement
     carrying amounts and tax bases of assets and liabilities.

     e) Interim  financial  information:  The financial  statements for the nine
     months  ended  September  30, 2007 and 2006 are  unaudited  and include all
     adjustments  which in the  opinion of  management  are  necessary  for fair
     presentation,  and such  adjustments are of a normal and recurring  nature.
     The results for the nine months are not indicative of a full year results.

(4) Stockholders' Equity (Deficit)

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At March 31,  2006,  no  preferred  stock  shares  were  issued  and
outstanding.   In  October  2003,  the  Company   amended  its   certificate  of
organization to increase the authorized shares of common stock to 10,000,000,000
and  effectuated a 100 for 1 reverse stock split of the Company's  common stock.
All dollar and share amounts have been adjusted to reflect this split.

On February 6, 2004,  the Company sold  22,500,000  shares of restricted  common
stock to Gala Enterprises Ltd, a Belize  Corporation,  for $90,000,  which funds
were used to pay certain  existing  accounts  payable.  On February 8, 2004, the
Company  issued  9,301,300 of shares of restricted  common stock to two officers
for  compensation  with a value of  $37,000  and in  consideration  of such Gala
Enterprises Ltd. surrendered to treasury 9,301,300 shares. On February 10, 2004,
the Company issued  22,500,000 shares of restricted common stock in exchange for
the assumption of $90,000 in existing accounts payable to outside investors.  On
May 3, 2004, the Company issued 400,000 shares of restricted common stock, to an
independent  third party investor in exchange for $200,000 in cash, or $0.50 per
share.  In the third  quarter the Company  issued  89,413  shares of  restricted
common  stock to its former CEO  pursuant  to his  employment  agreement.  These
shares were for  services  valued at $19,600,  or $0.22 per share.  In September
2004,  the Company  reached an  agreement  with its former CFO,  whereby he will
return  2,151,300  of his  2,401,300  shares.  On October 1, 2004,  the  Company
reached an agreement  with its former CEO,  whereby he will return  6,210,000 of
his 6,900,000 shares.

In April 2005, the Company issued 1,433,334 shares of restricted common stock in
conjunction  to the cash  payments  for the  purchase  of R&I  Salon,  Inc.  and
Aventura  Electrolysis  and Skin Care Center,  Inc.  These shares were valued at
$93,666, or approximately  $0.065 per share. In the third quarter were voided ab
initio for  numerous  reasons  and the stock was  returned  to the  Company  for
cancellation.  In June 2005, the Company issued  3,993,250  shares of restricted
common stock to the Company's President for services rendered over the prior six
months, in accordance with his employment agreement. These shares were valued at
$239,595,  or $0.06 per share.  In the third quarter the Company  issued 602,255
shares of restricted common stock in exchange for services valued at $18,068, or
$0.03 per share.  In 2006 the Company  issued 300,000 shares of common stock for
services  valued at $16,500,  or $0.055 per share.  In 2006 the  Company  issued
13,205,800  shares of common stock to settle debt amounting to $232,605.  In the
second  quarter  2007 the Company  issued  5,437,058  shares of common  stock to
retire  convertible  debt and  accrued  interest  totaling  $16,000  and $2,486,
respectively.



                                       8
<PAGE>


                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

(5) Income Taxes

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The Company had net  operating  loss carry-  forwards  for income tax
purposes of approximately $1,358,000 expiring in various years from 2019 through
2027.  Due to the change in  ownership  in  February  2004,  the prior years net
operating loss  carry-forwards  are subject to substantial  restrictions and may
only be utilized to offset approximately $7,000 of annual taxable income as well
as any unrealized  appreciation  on assets existing at the time of the ownership
change.  Deferred  tax assets are  reduced by a valuation  allowance  if, in the
opinion of  management,  it is more likely than not that some  portion or all of
the deferred tax assets will not be realized.  Management's valuation procedures
consider  projected  utilization  of deferred  tax assets over the next  several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at September 30, 2007 is 100%.

(6) Related Parties

     a) Office lease:  The Company  formerly  leased its office  facility from a
     company  related  by virtue of common  ownership.  Total  rent  expense  to
     related  parties  amounted to $0 and $120 for the year ended  December  31,
     2004 and 2003, respectively.

     b) Management Fees: The Company formerly  contracted an affiliate,  related
     by virtue of common  ownership,  for  management  and  consulting  services
     amounting  to $3,407 and $9,000 for the year ended  December  31,  2004 and
     2003,  respectively.  In addition,  the Company  incurred  interest expense
     amounting  to $0 and $900 for the year ended  December  31,  2004 and 2003,
     respectively,  for those services.  In the year ended December 31, 2004, $0
     and $53,000 in  management  fees were paid to the  Company's  two  officers
     prior to their entering into employment contracts.

     c) Website fees: The Company formerly earned revenues of $200 and $900, and
     formerly incurred expenses of $200 and $600 relating to website trafficking
     fees to other website companies, related by virtue of common ownership, for
     the year ended December 31, 2004 and 2003, respectively.

     d) Related party notes payable: In the second quarter 2004, the Company was
     loaned $50,000,  ($25,000 each), by the Company's two officers. These notes
     carried an interest  rate of 15%.  One  matured on December 1, 2004,  which
     terms were modified on January 21, 2005, to a) $10,000  payment at signing,
     b) the  execution  of a  promissory  note in the  amount  $47,750,  with an
     interest rate of 15%, payable monthly for 12 months, c) 6,100,000 shares of
     the Company are  contributed  back to the Company and d) the Company issues
     89,413  additional  shares of  restricted  common  stock  earned  under the
     original employment agreement,  and the other has been converted to monthly
     payments over 12 months beginning in November 2004.  Payments  amounting to
     $35,500 were made on these notes in the first half-year of 2005.



                                       9
<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

(7) Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a going  concern,  as  reflected  by the net loss of  approximately
$1,379,000  accumulated  from March 29, 1999 (Inception)  through  September 30,
2007.  The ability of the Company to  continue as a going  concern is  dependent
upon commencing  operations,  developing sales and obtaining  additional capital
and debt financing. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.  The
Company is  currently  seeking  additional  capital  to allow it to restart  its
planned  operations,  and in May 2004, the Company sold 400,000 shares of common
stock for $200,000.

(9) Short-term convertible debt

In December 2004, the Company received $20,000 and $115,000 in the first quarter
2005, in cash as a short-term  loan. This loan matures in six months and carries
a 10% interest rate. In June 2005, the Company  received a $250,000  convertible
loan from a third party. This loan matures in six months and is in default,  and
carries a 10% interest rate.












                                       10
<PAGE>



Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward-looking statements

     This Form 10-QB contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
statements  involve known and unknown risks and  uncertainties,  including risks
resulting  from the  environment  in  which  we  operate,  economic  and  market
conditions,   competitive  activities,  other  business  conditions,  accounting
estimates,  and the risk  factors set forth in this Form  10-QSB.  These  risks,
among others,  include those relating to our ability to successfully  market and
generate  patient  volume,  the  Company's  ability to maintain  contracts  with
physicians and other medical providers at favorable rates, and any lawsuits that
may  arise in the  course of doing  business.  Our  actual  results  may  differ
materially from results anticipated in our forward-looking  statements.  We base
our forward-looking  statements on information currently available to us, and we
have no current  intention  to update these  statements,  whether as a result of
changes  in  underlying  factors,  new  information,   future  events  or  other
developments.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006

Discussion and Analysis

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements of the Company and the  accompanying  notes  appearing
subsequently under the caption "Financial Statements."

Results of Operations

     For the period ended  September 30, 2007,  we  experienced  no  significant
changes in our  operating  activities.  Our loss for the same period in 2006 was
higher,  principally due to  expenditures  made to develop our then new business
plan, since disposed of.

Net Operating Revenues

     We had operating  revenue of $0 and $0 for the periods ended  September 30,
2007, and 2006, respectively.

Operating Expenses and Charges

     The  operating  expenses  for the  period  ended  September  30,  2007 were
$53,153.  For the period ended  September 30, 2006, the operating  expenses were
$51,104.

Liquidity and Capital Resources

     For the period ended September 30, 2007, the Company generated no cash flow
from operations.  Consequently,  the Company has been dependent upon its lenders
to fund its cash  requirements.  The same situation existed for the period ended
June 30, 2006.

     At September 30, 2007, the Company had cash of $0 and no  outstanding  debt
other than ordinary trade  payables,  accrued  salaries,  stockholder  loans and
third party loans.

Business Plan and Strategy

     As a direct  result of the failure of the Company's  business  plans it has
reverted to the development  stage. The Company is currently  evaluating certain
opportunities.



                                       11
<PAGE>



Going Concern

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that  we will  continue  as a going  concern.  We have a  stockholders
deficit of  $1,378,700  and net losses from  operations  of $53,153 and $51,104,
respectively,  for the nine months  ended  September  30,  2007 and 2006.  These
conditions  raise  substantial  doubt  about our  ability to continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might be necessary if we are unable to continue as a going concern.

Recent Accounting Pronouncements

     In July 2001 the FASB issued SFAS No. 141 "Business  Combinations" and SFAS
No. 142 "Goodwill and Other  Intangible  Assets." We have adopted the provisions
of SFAS No.  141 and 142,  and such  adoption  did not  impact  our  results  of
operations.

     In July  2001  the  SEC  issued  SAB  102  "Selected  Loan  Loss  Allowance
Methodology  and  Documentation  Issues."  We do not expect this SAB to have any
effect on our financial position or results of operations.

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement  Obligations."  Management  does not expect the  standard to have any
effect on our financial position or results of operations.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment of Long-Lived Assets." We have adopted the provisions of SFAS No. 144
and 142, and such adoption did not impact our results of operations.

     In April 2002 the FASB issued SFAS No. 145, "Rescission of SFAS's 4, 44 and
64,  Amendment of SFAS No. 13 and Technical  Corrections."  Management  does not
expect the standard to have any effect on our  financial  position or results of
operations.

     In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal  Activities."  Management  does not expect the standard to
have any effect on our financial position or results of operations.

     In October  2002 the FASB  issued  SFAS No.  147,  "Acquisition  of Certain
Financial  Institutions."  Management  does not expect the  standard to have any
effect on our financial position or results of operations.

Critical Accounting Policies

     Use of Estimates. The financial statements have been prepared in conformity
with  generally  accepted  accounting  principles.  In preparing  the  financial
statements, management is required to make estimates and assumptions that affect
the reported  amounts of assets and liabilities as of the date of the statements
of financial condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.

     Start-Up Costs. Costs of start-up activities, including organization costs,
are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

     Net loss per share.  Basic loss per weighted  average common share excludes
dilution and is computed by dividing the net loss by the weighted average number
of common shares outstanding during the period. The Company applies Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (FAS 123).

     Fair  value of  financial  instruments.  The  carrying  values  of cash and
accrued  liabilities  approximate their fair values due to the short maturity of
these instruments.



                                       12
<PAGE>



Critical Accounting Policies

     The  preparation  of financial  statements  in  conformity  with  generally
accepted accounting  principles (GAAP) requires management to make estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results may differ from those estimates.

Off-Balance Sheet Arrangements

     We have not entered  into any  off-balance  sheet  arrangements.  We do not
anticipate  entering into any off-balance sheet arrangements  during the next 12
months.


Item 3 - Controls and Procedures

     Our management,  which includes our Chief Executive Officer, have conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14(c)  promulgated  under the Securities and Exchange Act of
1934,  as  amended)  as of a date (the  "Evaluation  Date") as of the end of the
period covered by this report.  Based upon that  evaluation,  our management has
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.



                                       13
<PAGE>



                            PART II OTHER INFORMATION


Item 1 Legal Proceedings

     The  Company  is a  defendant  in a civil  action  styled  Glen v.  Medical
Makeover  Corporation  of America,  et al, Case Number #  200594178H,  currently
pending in the  Circuit  Court of the Fifteen  Judicial  Circuit IN AND FOR Palm
Beach County,  Florida. The action was filed by a former employee of the company
asserting  claims against the Company  resulting  from his  discharge,  and also
includes  claims  that the  Company  took  certain  alleged  protected  business
concepts and practices  from him to and for the benefit of the Company,  for all
of which  he has  been  allegedly  damaged.  The  Company  and its  counsel  are
currently  defending this action and believe that the claims as made are without
merit and are defensible. The Company intends to vigorously defend these claims.


Item 2 Changes in  securities,  use of  proceeds  and small  business  issuer of
       equity securities

     None


Item 3 Defaults upon senior securities

     None


Item 4 Submission of matters to a vote of security holders

     None


Item 5 Other information

     None


Item 6   Exhibits and reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit
No.         Description
-----     --------------------------------------------------

31.1      Certification  of  the  Chief  Executive   Officer  pursuant  to  Rule
          13a-14(a)  or  15d-14(a),  as adopted  pursuant  to Section 302 of the
          Sarbanes-Oxley Act of 2002.*

31.2      Certification  of  the  Chief  Financial   Officer  pursuant  to  Rule
          13a-14(a)  or  15d-14(a),  as adopted  pursuant  to Section 302 of the
          Sarbanes-Oxley Act of 2002.*

32.1      Certification  of the Chief  Executive  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.*

32.2      Certification  of the Chief  Financial  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.*
-------------------------------------------------
*  Filed herewith.

     (b) Reports on Form 8-K The following  sets forth the Company's  reports on
Form 8-K that have been filed during the quarter for which this report is filed:

     NONE



                                       14
<PAGE>



                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                    Medical Makeover Corporation of America

      By: /s/ Douglas P. Martin
      ----------------------------------------
      Douglas P. Martin
      Chief Executive Officer and Director

Date: November 16, 2007

















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